Master Terms of Service for Senders

2.1 These terms are between OctoDoc ("OctoDoc", "we", "us") and the organisation that opens an account and sends files for signature ("Customer", "you"). Together with any order form that references them, the data processing agreement (the "DPA"), and the fee schedules and policies they name, they are the "Agreement".

2.2 You accept the Agreement on the earliest of: clicking a control that says you accept it; executing an order form that references it; or creating an account and sending a File. The individual who accepts warrants that they are authorised to bind the Customer.

2.3 We may change these terms under clause 19. Continued use of the Service after a change takes effect is acceptance of that change. If you do not accept a change, your remedy is to stop using the Service and terminate under clause 17, with the prorated refund described in clause 11.

2.4 Order of precedence, highest first: an executed order form; the DPA; these terms; any policy or schedule referenced by them. Terms printed on a purchase order, a vendor portal or an invoice have no effect on the Agreement, whether or not we return the document.

2.5 This Agreement binds you and us. A Signer is not a party to it. Each Signer accepts a separate signer agreement, published at /terms/signers, and nothing here creates a right or an obligation for a Signer against us or against you.

2.6 If a court holds a clause unenforceable, that clause is severed and the rest stands, except that clause 14 is a single allocation and its caps and carve-outs stand or fall together with the pricing that was set against them.

3.1 The Service lets you upload a PDF (a "Document"), assemble one or more Documents into a signing container (a "File"), place fields on it ("Marks"), and route it to the people who sign ("Signers") and the people who receive a copy without signing ("On Copy"). Signers and On Copy together are the "Parties". Anything held in object storage is an "object", and never a File.

3.2 We will prepare the File, deliver it to each Party, record process events in an append-only hash-chained record (the "Ledger"), apply a cryptographic PDF signature over the whole byte range of each executed Document (the "Seal"), move the File to its terminal state ("Sealed", rendered as EXECUTED in the legal register), and make the signed PDF available to the Sender and Signers.

3.3 Post-v1 capabilities may include an evidence bundle (the "Proof File"), a public verification service, a share-and-track link (a "Read Link") producing a "Reading Log", and a signer-facing assistant ("the Margin"). None is part of the v1 Service unless and until we make it available under clause 3.4.

3.4 Capability-dependent obligations. Where a clause of this Agreement describes a capability of the Service, our obligation under that clause attaches when we make that capability available to you, and not before. We publish what has shipped and what has not, and we will not charge for a capability that is not available.

3.5 Nothing produced by the Margin or the counter enters the signed byte range, the Seal or the certificate of signing. Every Mark bound into a Sealed File requires a human confirmation recorded against that exact geometry on that exact document version, and the sealer refuses to run without one.

3.6 Support is provided on a best-effort basis through the published support address. No plan-specific response time or 24/7 coverage is promised in v1.

3.7 Where the Service runs. The sender plane is hosted on Vercel in the United States and holds no document bytes and no private signing keys. The document plane, the signer surfaces and the workers run on Fly.io machines in the sea region; private object storage, authentication and the database are provided by Supabase in the United States. An Organisation's region is fixed when the Organisation is created and cannot be changed afterwards; serving another region is a separate deployment, not a migration of your data.

3.8 Subprocessors are listed in a published, versioned and dated annex to the DPA. We will give at least 30 days' notice of an addition or a replacement, and you may object and terminate the affected subscription for a prorated refund if we proceed.

4.1 An account belongs to an organisation (the "Organisation"). You designate at least one administrator, and you keep that list current. An administrator can see and change everything in the Organisation.

4.2 A "Sending Seat" is a named individual authorised to send Files. Seats are named, not concurrent, and are not shared. Signers are never charged and use individual accounts that do not count as Sending Seats. On Copy does not require an account.

4.3 The administrator is responsible for the Organisation's configuration and for the accuracy of every Party's name and email address. Advanced retention, identity tiers, Margin controls and per-tenant sending domains are post-v1 capabilities.

4.4 You are responsible for everything done under your account as if you had done it yourself, including acts of your users, your administrators, any API credential you issue and any agent you authorise to send on your behalf. Credential compromise is your risk until you tell us, and you will tell us without undue delay.

4.5 You will not share seat credentials, use the Service to send unsolicited bulk mail or phishing, attempt to reach another tenant's data, probe or test the security of the Service without our prior written permission, or resell or provide the Service to a third party except under an order form that permits it.

4.6 New accounts may carry a daily send limit because signing links are an attractive phishing carrier. A payment card is not required in v1.

5.1 "Customer Data" means the Documents, Files, Marks, Party details, template content and everything else you or a Party submits to the Service.

5.2 As between you and us, you own Customer Data and every right in it. We claim none. Signed PDFs are your records, and the fact that we host them creates no interest in them.

5.3 You grant OctoDoc a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, render, rasterise, segment, index, encrypt, hash and display Customer Data, and to disclose it to the subprocessors named in the published annex, solely to provide, secure and support the Service and to meet our obligations under this Agreement and the DPA. The licence is limited to those purposes. It ends when the Customer Data is deleted or returned, except for records we are required to retain under clause 17.

5.4 OctoDoc does not use the content of your Documents to train, fine-tune, evaluate or benchmark any machine-learning model, whether our own or a third party's. That prohibition is unqualified as against us and it is not conditioned on a plan tier, a setting or an opt-out.

5.5 The bound on that wording, stated rather than hidden. Our model provider is a subprocessor. The prohibition in 5.4 is contractual, and the retention of prompts and responses at the provider is governed by our agreement with that provider, not by a per-request flag. Until a no-training and retention addendum naming the specific API surfaces in use is executed and filed on the trust centre, our position is: contractual prohibition on training, retention per our provider agreement. We will not describe it as zero retention before that addendum exists, and you should not rely on any statement that does.

5.6 We may use operational metadata that contains no document content and no Party personal data, such as counts, timings, sizes and error rates, to operate, secure, bill and improve the Service.

5.7 The friction map, which records where Signers stall clause by clause, is built for a single tenant from that tenant's own Files, on your instructions and under your controllership. We will not aggregate it across tenants without a separate published purpose statement, a lawful basis and an opt-out.

5.8 Confidentiality. Each party keeps the other's confidential information confidential, uses it only for the Agreement, and protects it with at least the care it applies to its own. Customer Data is your confidential information by default and needs no marking. Breach of this clause by OctoDoc sits under the super-cap in 14.3, not the general cap in 14.2. Confidentiality survives termination for so long as the information remains confidential.

6.1 "The Margin" is the signer-facing assistant that answers questions about a Document. "The counter" is the sender-facing prompt that turns an instruction into a draft action. Both are provided AS IS and are excluded from the service warranty in 13.1.

6.2 The Margin is extractive with citations only. Its permitted scope is to locate and quote clauses, define terms of art generically, surface dates, amounts, notice periods, auto-renewal windows, governing law, assignment, termination and liability caps, diff a Document against a prior version or against your own template, read aloud and translate. An answer that carries no cited span in the Document is discarded rather than shown.

6.3 The Margin refuses to apply law to a person's facts, to predict an outcome or enforceability, to opine on fairness or risk, to recommend signing, or to answer questions of the form "should I", "can they", "is this legal" or "will this hold up". A refusal names the governing clause and points at it.

6.4 Disclosure. Every signer-facing surface on which the Margin can appear carries the following text, always on, above the input, before the first question, never in a tooltip, never collapsible and never abbreviated:

"The Margin is software, not a lawyer. It quotes this file and cites the page it quoted. It gives no advice, it will not tell you whether to sign, and it is not a substitute for the advice of an attorney. Using it does not create an attorney-client relationship. Nothing it writes enters your signed file."

6.5 The sentence "not a substitute for the advice of an attorney" appears verbatim in that disclosure and in every refusal. You will not remove, shorten, restyle, reposition or obscure the disclosure, and you will not embed the Margin in a surface that hides it.

6.6 No advice and no reliance. Neither the Margin nor the counter gives legal advice, and no output from either is advice from us to you or to any Party. You place no reliance on that output, you will not represent to a Party that it is accurate, sufficient, a review, or a substitute for reading the Document, and you will not present it in place of the Document. Clause 15.4 records that we give no indemnity for its accuracy.

6.7 A summary offered to a person who is attesting that they have read an agreement is a real risk to that attestation, and it is yours. You decide whether to enable the Margin for a File, a template or the account.

6.8 Kill switches operate at account, template, File and jurisdiction level, and you may disable the Margin at any level at any time.

6.9 OctoDoc owns, hosts, prompts, routes and serves the Margin. Nothing in this Agreement designates you as the operator, deployer or proprietor of the Margin, and neither party may represent that this Agreement moves that exposure to you. The sender-choice record exists because it is good evidence, not because it shifts liability.

6.10 Before a Signer's first question, the Signer is told that a question escalated to you is visible to you, and is offered a private mode that does not escalate. Private questions are excluded from the friction map. You will not attempt to defeat that mode.

6.11 We will not publish an accuracy percentage for the Margin that has not been measured on a held-out corpus with a published methodology, and neither will you in respect of it.

7.1 You represent and warrant, for every File you send, that the File does not carry a document type that the published ruleset blocks, and that you have determined for yourself that the document may be signed electronically under the law that governs it.

7.2 OctoDoc will evaluate every File against the ruleset at three gates: when a template is created, when a File is sent, and on every API call that creates a File, which returns 422 with the matched rule identifiers. No header, flag, plan tier or support request disables the engine. The Margin does not run on a blocked File; policy runs first.

7.3 The engine is a product control. It is not a legal opinion, it is not legal advice, and it is not a warranty that any particular document may be signed electronically in your jurisdiction. A category the engine allows is not a representation by us that your use of it is lawful. Non-coverage by ESIGN or UETA is not invalidity; it means your state's own law governs, and that is a call we are not equipped to make for you.

7.4 The federal exclusions in summary. ESIGN 15 U.S.C. section 7003(a) makes section 7001 inapplicable to laws governing wills, codicils and testamentary trusts, to state family law, and to the Uniform Commercial Code other than sections 1-107 and 1-206 and Articles 2 and 2A. Section 7003(b) additionally excludes court orders, notices and official court documents; utility service cancellation or termination notices; notices of default, acceleration, repossession, foreclosure or eviction under a credit agreement or under a rental agreement for a primary residence; health or life insurance benefit cancellation or termination notices; product recall notices affecting health or safety; and documents required to accompany the transport of hazardous materials. The table below is how OctoDoc behaves.

7.5 Jurisdictional rules sit alongside the federal ones and produce a warning or a required identity tier rather than a block, including German written-form requirements that require a qualified electronic signature per document, French notarial and public-procurement documents, UK deeds requiring a witness in physical presence, and Brazilian and Australian method-acceptance requirements. Australian, Brazilian, Canadian, Indian and Japanese categories that cannot be supported are blocked.

7.6 The ruleset is published as a versioned, dated, downloadable file carrying every rule identifier, its statutory citation, its effective date and the date counsel last reviewed it. Every superseded version stays retrievable, and the version in force is recorded against every File at send time. The current version and its address are named on the trust centre.

7.7 Overrides exist only at tenant level, only for allow-with-note and jurisdictional-warning categories, require a named individual to sign a written acknowledgement, and are recorded. There is no override, at any price, for wills, family law, court documents, primary-residence housing notices, insurance terminations, product recalls, hazardous-materials documents, UCC Article 3 negotiable instruments or UCC Article 7 documents of title.

8.1 Each File records the identity method required of each Party and the method actually achieved. Both are printed spelled out on the face of the certificate of signing, with the verification vendor's transaction identifier where one applies. A bare tier number is never printed.

8.2 You expressly accept, for every File you send, the authentication method applied to that File and to each Party on it. You will not contest a signature as against OctoDoc on the ground that the method you selected was inadequate.

8.3 In jurisdictions where acceptance of the method by all parties is an element of validity, including Brazil under MP 2.200-2 and Law 14.063/2020 and Australia under the Electronic Transactions Act 1999 (Cth) and the state and territory Acts, the acceptance text is presented to each Party inside the flow and separately recorded. You will not disable, edit, pre-check or merge that text with any other consent.

8.4 You select the required tier per File or per template. The default is a link plus a one-time code sent to a telephone number the Signer supplies or confirms, because a secret the Signer created is the evidence that answers an assertion that the sender could have signed.

8.5 A sender-set access code is a convenience method only. You know the secret, so its evidentiary value against a denial by the Signer is close to zero. It is blocked on Files flagged as employment or consumer, and above the value threshold you configure.

8.6 A signature level cannot be raised after signing. A File executed at one tier cannot afterwards be made an advanced or a qualified signature, so a document type that requires a qualified signature must be identified before the File is sent.

9.1 SMS is used for one-time passcode delivery only. We do not offer an SMS marketing channel and you will not use the Service as one.

9.2 You warrant that, for every telephone number you supply, upload, import or cause to be used on the Service, you hold the consent required by 47 U.S.C. section 227 and its implementing rules, and by any equivalent law applying to that Party, to send a text message to that number, and that the consent has not been revoked. You will honour a revocation without delay and remove the number.

9.3 Where a signature-request SMS is offered at all, it is restricted to a Signer who has already redeemed a link on that File, so that the person texted is demonstrably a party to a transaction they entered.

9.4 Statutory damages under 47 U.S.C. section 227(b) run from US$500 to US$1,500 per message and there is an active plaintiff bar. That exposure is allocated to you, because you supply the number and you hold the relationship. Clause 15.2 carries the matching indemnity.

9.5 We will surface this warranty on the send screen at the point where a number is entered, so that it is accepted by the person entering the number and not only by whoever signed the order form.

10.1 OctoDoc will designate a named employee to hold the contractual role of Records and Evidence Officer, and will publish that name. The role exists because a certification about our canonicalisation, hash chain, timestamp anchoring, signing pipeline and coordinate handling has to be made by someone who can competently testify about them, and that is not your records clerk. Until the name is published, no certification under this clause is available.

10.2 On your request, and on the terms of the published fee schedule, OctoDoc will provide: a process certification under Federal Rule of Evidence 902(13), executed by the Records and Evidence Officer, describing the process that generated your record; a hash-comparison affidavit under Rule 902(14); the certificate of signing, the Ledger and the Proof File at the versions in force when the File was Sealed; and the plain-English technical explainer of the scheme at that same version.

10.3 We will publish the fee schedule and the turnaround time for each item above, and those published figures form part of this Agreement when published. We will not change either retroactively for a request we have already accepted.

10.4 If a declaration proves insufficient, OctoDoc will make the Records and Evidence Officer available to give evidence, by deposition or at hearing, at the published rates plus reasonable expenses. This is a commitment to appear, not a best-efforts statement.

10.5 What we do not do. We do not execute the business-records certification under Rules 803(6) and 902(11) that covers your own use of the system; that is yours to sign and we supply the form. We do not give the Rule 902(11) notice to the adverse party; the Proof File carries a checklist telling your counsel to do it.

10.6 Authenticity is not admissibility. The Proof File is directed at self-authentication under Rules 902(13) and 902(14). Hearsay, relevance and every other foundation requirement remain your burden, and no clause of this Agreement should be read as a claim that a record will be received in evidence.

10.7 We will respond to a subpoena or other compulsory process addressed to us. Where the law permits, we will give you notice before producing your records so that you can object, and we will produce the narrowest set that answers the demand.

11.1 Pricing is a flat subscription per Sending Seat, at the price stated on your order form or, in the absence of one, on the published price list at the time you subscribe.

11.2 Never charged, on any plan: Signers; On Copy; corrections to a File, however many; Marks, however many; the Proof File; the certificate of signing; public hash verification.

11.3 Human sends are not metered. Where we meter at all, which is API and agent-originated Files, we meter on execution and not on send. A File that is not Sealed is not charged. A correction is not a new chargeable unit.

11.4 Cancellation is self-serve from inside the product. There is no cancellation email, no telephone step and no retention conversation as a condition of cancelling.

11.5 If you cancel or terminate mid-term, we refund the unused balance of the prepaid term on a prorated basis, calculated to the day.

11.6 We give notice by email to your administrators before any renewal charge, stating the amount, the date and how to cancel before it.

11.7 We do not charge an overage without warning you before the charge is incurred. If we cannot warn you, we do not charge.

11.8 A Sending Seat that sends no File and has no sign-in for a full billing period is released at the next renewal rather than re-billed, and we tell you which seats were released so you can restore one.

11.9 Fees are exclusive of taxes, which you pay, other than taxes on our income.

11.10 A price change applies from your next renewal only, never inside a term you have paid for, and is notified under clause 19.

11.11 If an invoice is materially overdue we may suspend under clause 17 after written notice and a cure period of at least 10 business days. Your payment obligation is one of the unlimited carve-outs in 14.4.

12.1 This is the most important clause on this page and it is stated first in plain words. OctoDoc warrants the process, the Seal and the Proof File. OctoDoc does not warrant your agreements.

12.2 OctoDoc does not warrant, represent, advise or undertake that: any agreement you send is enforceable against any person; any signature collected through the Service will be upheld, attributed to a person, or given effect by any court, arbitrator, agency or registry; any record produced through the Service will be received in evidence in any proceeding; any document you send is one that the law governing it permits to be signed electronically; or that any identity tier is sufficient for any particular transaction, counterparty or amount.

12.3 The statutes do less than they are usually said to do. ESIGN prevents a record or a signature being denied legal effect, validity or enforceability solely because it is in electronic form. UETA makes a signature attributable to a person if it was the act of that person, shown in any manner, including by showing the efficacy of the security procedure applied. Neither supplies the foundation for you. The proponent of a signature has to show it was the act of the person, and every reported loss in this area has been an evidence failure rather than a cryptography failure.

12.4 What the Service is built to do is produce that evidence: consistent metadata across every Document in a File and every File in an account, credential provenance recording whether the secret was created by the Signer or issued by you, and a certification signed by someone who can testify about the process. Whether that evidence carries the day is decided by a tribunal on facts including many we never see, such as who had access to a mailbox and what was said in negotiation.

12.5 The excluded-document ruleset in clause 7 is a product policy and not a legal opinion. That the engine allows a category is not advice that you may sign it electronically.

12.6 Nothing in the Service, the documentation, the Margin, the counter or any communication from us is legal advice. No OctoDoc employee is your lawyer, and no attorney-client relationship arises between OctoDoc and you or between OctoDoc and any Party.

13.1 OctoDoc warrants that it will provide the Service with reasonable skill and care and in a manner that materially conforms to its then-current published documentation; that it will not materially reduce the security controls of the Service during a term you have paid for; that where the Seal is applied it is applied over the exact bytes of the human-approved File and no other; and that it will not knowingly introduce malicious code into the Service.

13.2 Your remedy for a breach of 13.1 is that we re-perform the affected Service or refund the fees attributable to the affected period, at your election, and if neither is achievable you may terminate the affected subscription and receive a prorated refund. This remedy is in addition to, and not in substitution for, your rights under clause 14.

13.3 You warrant that you have authority to enter the Agreement; that you have the right to upload each Document and to send it to each Party; that Party names, email addresses and telephone numbers you supply are accurate; that you have given each Party any notice your own law requires you to give; and that clauses 7 and 9 are satisfied for every File.

13.4 Except as stated in 13.1, and subject to clause 12, the Service, the Margin, the counter, the Read Link, the Reading Log, the Ledger and the Proof File are provided "as is" and "as available". To the fullest extent permitted by law OctoDoc disclaims all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranty arising from a course of dealing or a course of performance. We do not warrant that the Service will be uninterrupted or free of error.

13.5 Features labelled beta, preview or experimental, and any third-party service reached through the Service, are outside 13.1 entirely.

13.6 A statement made in marketing material, a sales call, a benchmark or a demonstration is not a warranty and does not vary this Agreement.

14.1 In this clause, "Fees Paid" means the fees actually paid by you to OctoDoc under this Agreement in the twelve months immediately preceding the first event giving rise to the claim.

14.2 General cap. Subject to 14.3 and 14.4, the total aggregate liability of each party for all claims arising out of or in connection with this Agreement, whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise, is limited to the greater of Fees Paid and US$1,000.

14.3 Super-cap. For each of the following, OctoDoc's liability is limited instead to the greater of three times Fees Paid and US$250,000: breach by OctoDoc of the confidentiality obligation in 5.8; breach by OctoDoc of the DPA; a security incident caused by OctoDoc's negligence; the indemnities OctoDoc gives under 15.3(b) and 15.3(c); and statutory data-protection fines and regulatory penalties, which are carved out of the general cap in 14.2 and sit here.

14.4 Unlimited. Nothing in this Agreement limits or excludes either party's liability for fraud or fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, the Customer's obligation to pay fees, OctoDoc's intellectual-property indemnity under 15.3(a), or any liability that the applicable law does not permit to be limited.

14.5 Excluded losses. Except where a liability falls within 14.4, neither party is liable for indirect or consequential loss, or for loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings or loss of business opportunity, whether or not the loss was foreseeable and whether or not the party was advised of the possibility.

14.6 The caps in 14.2 and 14.3 are aggregate across all claims and all claim types, not per claim, and a series of connected events is a single claim. Where a claim engages both 14.2 and 14.3, the super-cap applies to that claim and amounts recovered under it also count against the general cap.

14.7 The caps are the allocation the price was set against, and they were sized to insurance rather than the other way round. OctoDoc will bind and maintain technology errors-and-omissions and cyber liability cover sized at least to the super-cap floor from the effective date of these terms, will address artificial-intelligence exposure affirmatively in that cover, and will provide a certificate on request. We will not reduce the caps during a term you have paid for.

14.8 Clause 12 is a description of what is not promised, not a limitation of liability, and it is not affected by this clause.

15.1 Procedure, both ways. The indemnified party gives prompt written notice, gives the indemnifying party sole control of the defence and settlement, and gives reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle in a way that admits fault by, or imposes a non-monetary obligation on, the indemnified party without written consent. Delay in giving notice reduces the indemnity only to the extent of the resulting prejudice.

15.2 You indemnify OctoDoc against third-party claims, and the resulting damages, settlements and reasonable legal costs, arising out of: Customer Data and the Documents you upload, including any claim that they infringe a right or disclose someone's confidential information; your breach of clause 7, including sending a document type the ruleset excludes; your breach of clause 9, including any claim under 47 U.S.C. section 227 relating to a number you supplied; your use or presentation of Margin or counter output in a way clause 6 prohibits; and your own regulated activity, including a regulatory examination or enforcement action directed at your business.

15.3 OctoDoc indemnifies you against third-party claims, and the resulting damages, settlements and reasonable legal costs, that: (a) the Service as provided by OctoDoc infringes a patent, copyright, trade mark or trade secret; (b) OctoDoc breached the DPA; or (c) a security incident was caused by OctoDoc's negligence.

15.4 What OctoDoc does not indemnify. We give no indemnity for the accuracy of the Margin's or the counter's output, for the enforceability of any agreement you send, or for the outcome of a regulatory examination of your business. A capped indemnity for Margin output is negotiable on an enterprise order form, where the Margin is enabled with the kill switches documented and you have accepted the default configuration in writing. Absent that written term, 15.4 governs.

15.5 Which cap applies. OctoDoc's indemnity under 15.3(a) is unlimited under 14.4. OctoDoc's indemnities under 15.3(b) and 15.3(c) sit under the super-cap in 14.3. Your indemnity under 15.2 is not subject to the general cap in 14.2.

15.6 Intellectual-property remedies. If the Service is held to infringe, or we reasonably believe it may, we may procure the right to continue, modify it so it no longer infringes, or terminate the affected subscription and refund the unused prepaid fees. 15.3(a) does not apply to a claim arising from Customer Data, from a combination with anything we did not supply, from your modification of the Service, or from your use after we told you to stop.

16.1 If you are a law firm, a solo practitioner or another provider of legal services, this clause applies to you in addition to the rest of the Agreement.

16.2 The Service does not discharge, reduce or modify your professional obligations, and it does not shift any of them to us. Your obligations attach to your use of the tool, whatever the tool does.

16.3 You acknowledge ABA Formal Opinion 512 on generative artificial intelligence and accept the duties it describes as your own: competence in the technology you use, including its limitations; confidentiality, including whether entering client information into a generative-artificial-intelligence tool is a disclosure that requires the client's informed consent; communication with the client about your use of the tool; supervision of the lawyers and non-lawyers in your firm who use it; and fees that are reasonable and that do not charge the client for time not spent.

16.4 A law-firm account is shown these obligations during onboarding and its administrator acknowledges them, and that acknowledgement is recorded. The record exists as evidence that the disclosure was made; it is not a transfer of any duty to us.

16.5 The Margin does not practise law, is not a legal-services provider, and is not a substitute for the advice of an attorney. The unauthorised practice of law is state law with no federal enforcer, the line courts draw is between explaining law generally and applying it to a specific person's facts, and a tool lawful in one state may not be in another. Determining what your jurisdiction permits is yours.

16.6 We are not co-counsel, we take no client, and nothing in the Agreement creates an attorney-client relationship between OctoDoc and you, your client, or any Party.

17.1 We may suspend the Service, or part of it, with the shortest notice that is reasonable in the circumstances, where an invoice is materially overdue after notice and the cure period in 11.11; where the account is being used for phishing, unsolicited bulk mail or another abuse of the signing channel; where there is an active security threat to the Service or to another tenant; or where the law requires it. A suspension is scoped as narrowly as the cause allows, and we lift it as soon as the cause is resolved.

17.2 Either party may terminate the Agreement or an affected subscription for material breach that is not cured within 30 days of written notice describing the breach. You may cancel a subscription at any time under 11.4 without cause.

17.3 On termination for any reason, your signed PDFs remain available for export for the published v1 retention period. Keep your own copies because v1 does not promise permanent hosting or administrator-proof retention.

17.4 V1 objects are stored privately in Supabase Storage under tenant-prefixed, content-addressed names with overwrite disabled. The Ledger detects replacement or deletion, but this is not WORM storage and we make no Object Lock claim.

17.5 AWS Object Lock, per-File encryption keys, crypto-shredding and public erased-state verification are post-v1 capabilities. Their design does not create a current retention promise.

17.6 Draft Files and other erasable account data are deleted on the schedule stated in the DPA. Post-v1 Read Links, Reading Logs, Margin transcripts and identity-verification evidence acquire their own schedules before they are made available.

17.7 Nothing in this clause prevents a deletion or return obligation that applies under the DPA or applicable law.

17.8 Clauses 5.2, 5.4, 5.8, 10, 12, 13.4, 14, 15, 17.3 to 17.7, 18 and 20 survive termination, together with any clause that by its nature is intended to.

18.1 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, including a non-contractual dispute or claim, is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

18.2 The state and federal courts located in Delaware have exclusive jurisdiction over any such dispute or claim. Each party submits to that jurisdiction and waives any objection to it on the ground of venue, inconvenient forum or otherwise.

18.3 There is no arbitration clause in this Agreement. Disputes are decided in court. Neither party is required to arbitrate any claim, and neither party waives any right to bring, join or participate in a class, collective or representative proceeding. That is a decision, not an omission, and we will not add either clause by an amendment under clause 19 without your affirmative acceptance at renewal.

18.4 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.5 Either party may apply to any court of competent jurisdiction for interim or injunctive relief to protect its confidential information or its intellectual property, without waiving 18.2.

18.6 A Signer is not a party to this Agreement. The signer terms carry their own governing-law clause, and it takes the same position: Delaware law, Delaware courts, no arbitration and no class-action waiver.

19.1 We may change these terms. A change is made by publishing a new version at this address carrying a version number and an effective date. We do not amend a published version in place.

19.2 For a material change we give at least 30 days' notice before it takes effect, by email to your administrators and in the product. A non-material change, meaning a typographical correction or a clarification that does not alter a right or an obligation of either party, takes effect on publication.

19.3 A material change that reduces your rights or increases your obligations does not apply for the remainder of a term you have already paid for, provided you object in writing before the change takes effect. It applies from your next renewal.

19.4 If you do not accept a material change, you may terminate before it takes effect and receive a prorated refund of the unused prepaid term. Continued use after the effective date is acceptance, per 2.3.

19.5 Every published version is retained and retrievable, with its version number, its effective date and a SHA-256 of its text, so that the version in force on any given date can be identified and produced. That matters because a Signer's acceptance is recorded against a version and a hash.

19.6 A change never applies retroactively to a File that has already been Sealed. The terms that govern a Sealed File are the terms in force when it was sent.

19.7 An order form may be varied only by a document signed by both parties.

20.1 A notice under this Agreement is given in writing to the address below and is effective on the next business day after it is sent, unless a non-delivery response is received.

20.2 A postal address for notice will be published here when the operating entity is registered. Until then this page carries none, because an unresolved placeholder on the legal line of a signing product is worse than nothing at all.